MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
−Removed: Waste Connections, Inc.
−Removed: is a corporation organized under the laws of Ontario, Canada.
−Removed: In 2016, the predecessor corporation, Waste Connections, Inc., a Delaware corporation, entered into a business combination with Progressive Waste Solutions Ltd., a corporation organized under the laws of Ontario, Canada (“Progressive Waste” and the transaction, the “Progressive Waste acquisition”).
−Removed: References to the “Company” and “Waste Connections” in this Annual Report on Form 10-K refer to the combined business after the business combination and to the Delaware corporation, now known as Waste Connections US, Inc., before the Progressive Waste acquisition.
−Removed: All references to “dollars” or “$” used herein refer to U.S.
−Removed: dollars, and all references to “CAD $” used herein refer to Canadian dollars, unless otherwise stated.
−Removed: Our common shares are listed on the New York Stock Exchange, or NYSE, and the Toronto Stock Exchange, or TSX, under the symbol “WCN”.
+Added: Our common shares are listed on the Toronto Stock Exchange, or TSX, the New York Stock Exchange, or NYSE, and the NYSE Texas under the symbol “WCN”.
As of February 3, 2026, there were 68 holders of record of our common shares.
5 unchanged sentences
We have the ability under our Revolving Credit Agreement (defined below) to repurchase our common shares and pay dividends provided we maintain specified financial ratios.
−Removed: On July 23, 2024, our Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of our normal course issuer bid, or the NCIB, to purchase up to 12,901,981 of our common shares during the period of August 12, 2024 to August 11, 2025 or until such earlier time as the NCIB is completed or terminated at our option.
+Added: On August 8, 2025, we announced the annual renewal of our normal course issuer bid, or the NCIB, to purchase up to 12,855,691 of our common shares during the period of August 12, 2025 to August 11, 2026 or until such earlier time as the NCIB is completed or terminated at our option.
+Added: The renewal followed the conclusion of our previous NCIB that expired August 11, 2025.
+Added: Under the NCIB, we may make share repurchases on the TSX, the NYSE, the NYSE Texas and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction and subject to certain volume limitations.
Shareholders may obtain a copy of our TSX Form 12 – Notice of Intention to Make a Normal Course Issuer Bid, without charge, by request directed to our Executive Vice President and Chief Financial Officer at (832) 442-2200.
−Removed: The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including our capital structure, the market price of our common shares, any share buyback taxes applicable and overall market conditions.
+Added: The timing and amounts of any repurchases pursuant to the NCIB will depend on market conditions, share price and other factors, including potential acquisition growth opportunities.
All common shares purchased under the NCIB will be immediately cancelled following their repurchase.
Information regarding the NCIB can be found under the section Normal Course Issuer Bid in Note 14, “Shareholders’ Equity,” of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference.
−Removed: Canada has recently implemented a two percent tax on repurchases of equity by publicly traded Canadian entities (the “Share Buyback Tax”).
+Added: During the year ended December 31, 2025, we have repurchased 2.8 million of our common shares pursuant to the NCIB in effect during that period at an aggregate cost of $505.5 million, or an average price of $183.24 per share.
+Added: The table below reflects repurchases we made during the three months ended December 31, 2025:
+Added: Total Number of
+Added: Maximum Number
+Added: Shares Purchased
+Added: of Shares that
+Added: as Part of Publicly
+Added: Purchased Under
+Added: Per Share (1)
+Added: the Program (2)
+Added: 10/1/25 - 10/31/25
+Added: 11/1/25 - 11/30/25
+Added: 12/1/25 - 12/31/25
+Added: (1) This amount represents the weighted average price paid per common share.
+Added: This price includes a per share commission and share buyback taxes paid for all repurchases.
+Added: (2) The annual renewal of our NCIB was announced on August 8, 2025, and unless terminated at our option, it will expire on August 11, 2026 or, if earlier, upon the purchase of the full 12,855,691 common shares authorized for purchase under the NCIB.
+Added: Canada imposes a two percent tax on repurchases of equity by publicly traded Canadian entities (the “Share Buyback Tax”).
Generally, subject to a de minimis rule, the Share Buyback Tax is levied on the net value of our repurchased equity (being the fair market value of certain equity that is redeemed, acquired or cancelled by us in the taxation year less the fair market value of certain equity issued by us in the taxation year).
17 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.